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Of the Securities Exchange Act of 1934 (Amendment No. ) Fi SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section240.14a-12 CARNIVAL CORPORATION ----------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ----------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------- (4) Date Filed: ---------------------------------------------------------- [LOGO] M I C K Y A R I S O N CHAIRMAN OF THE BOARD CHIEF EXECUTIVE OFFICER To our Shareholders: On behalf of the Board of Directors, it is my pleasure to invite you to attend Carnival Corporation's Annual Meeting of Shareholders. The meeting will be held on Monday, April 15, 2002 at The Hotel Inter-Continental Miami, 100 Chopin Plaza, Miami, Florida at 11:00 A.M. Eastern Standard Time. This meeting is for Carnival Corporation's shareholders. If you attend the meeting in person, you may be asked to present valid picture identification and an account statement showing your ownership of Carnival Corporation common stock. You will find information regarding the matters to be voted on in the attached Notice of Annual Meeting of Shareholders and Proxy Statement. A copy of our 2001 Annual Report is enclosed with these materials. We are also pleased to offer most of you the opportunity to receive future shareholder communications electronically. By signing up for electronic delivery, you can receive shareholder communications faster and can help us reduce our printing and mailing costs. Your vote is important. Whether or not you plan to attend the Annual Meeting in person, please submit your vote using one of the voting methods described in the attached materials. Submitting your voting instructions by any of these methods will not affect your right to attend the meeting in person should you so choose. Thank you for your ongoing support of and continued interest in Carnival Corporation. Sincerely, /s/ Micky Arison CARNIVAL PLACE, 3655 N.W. 87TH AVENUE, MIAMI, FLORIDA 33178-2428 TABLE OF CONTENTS PAGE ---- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS.................... 1 QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING 2 WHY AM I RECEIVING THESE MATERIALS?..................... 2 WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?....... 2 WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?......... 2 WHAT IS THE COMPANY'S VOTING RECOMMENDATION?............ 2 WHAT SHARES OWNED BY ME CAN BE VOTED?................... 2 WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?........ 2 HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING?...... 2 HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?................................................ 3 CAN I CHANGE MY VOTE?................................... 3 HOW ARE VOTES COUNTED?.................................. 3 WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?.............................................. 3 WHAT DOES IT MEAN IF I RECEIVE MORE THAT ONE PROXY OR VOTING INSTRUCTION CARD?................................ 3 WHO CAN ATTEND THE MEETING?............................. 3 WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?..... 4 WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?............................................ 4 WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED?.......... 4 WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING?......... 4 WHO WILL COUNT THE VOTE?................................ 4 IS MY VOTE CONFIDENTIAL?................................ 4 WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETING?................................................ 4 MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OF SHAREHOLDERS OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?.................................. 5 HOW CAN I OBTAIN ADDITIONAL COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K?............................. 5 COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................................................. 6 Beneficial Ownership Table.............................. 6 Section 16(a) Beneficial Ownership Reporting Compliance.............................................. 10 PROPOSALS TO BE VOTED ON.................................... 11 PROPOSAL NO. 1--Election of Directors................... 11 PROPOSAL NO. 2--Approval of the Company's 2002 Stock Option Plan............................................. 12 PROPOSAL NO. 3--Ratification of Independent Certified Public Accountants...................................... 16 BOARD STRUCTURE AND COMMITTEE MEETINGS...................... 16 COMPENSATION OF DIRECTORS................................... 17 EXECUTIVE COMPENSATION...................................... 18 Summary Compensation Table.............................. 18 Option Grants in Last Fiscal Year....................... 19 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values........................... 20 Defined Benefit and Other Plans......................... 20 Pension Plan Table...................................... 20 Supplemental Executive Retirement Plan.................. 21 Executive Long-Term Compensation Agreements............. 22 Employment Agreement.................................... 22 Compensation Committee Interlocks and Insider Participation........................................... 22 Report of Compensation Committee on Executive Compensation............................................ 24 Stock Performance Graph................................. 26 INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.................... 27 REPORT OF THE AUDIT COMMITTEE............................... 27 TRANSACTIONS OF MANAGEMENT AND DIRECTORS WITH THE COMPANY... 30 APPENDIX "A"--2002 STOCK OPTION PLAN........................ A-1 [LOGO] 3655 N.W. 87TH AVENUE MIAMI, FLORIDA 33178-2428 ------------------------ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ------------------------ DATE Monday, April 15, 2002 TIME 11:00 A.M., Eastern Standard Time PLACE Hotel Inter-Continental Miami 100 Chopin Plaza Miami, Florida 33131 ITEMS OF BUSINESS 1. To elect 14 directors; 2. To approve the Carnival Corporation 2002 Stock Option Plan; 3. To ratify selection of independent certified public accountants; and 4. To transact such other business as may properly come before the meeting. RECORD DATE You are entitled to vote if you were a shareholder at the close of business on February 19, 2002. MEETING ADMISSION Attendance at the meeting is limited to shareholders and one guest each. Each shareholder may be asked to present valid picture identification, such as a driver's license or passport. Shareholders holding shares in brokerage accounts ("street name" holders) will need to bring a copy of a brokerage statement reflecting share ownership as of the record date. The meeting will begin promptly at 11:00 A.M. VOTING BY PROXY Please submit a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. For specific instructions, please refer to the QUESTIONS AND ANSWERS beginning on page 2 of this Proxy Statement and the instructions on your proxy card. By Order of the Board of Directors /s/ Arnaldo Perez ARNALDO PEREZ VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY THIS PROXY STATEMENT AND ACCOMPANYING PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT MARCH 1, 2002. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING Q: WHY AM I RECEIVING THESE MATERIALS? A: The Board of Directors of Carnival Corporation (the "Company") is providing these proxy materials to you in connection with the Company's Annual Meeting of Shareholders which will take place on Monday, April
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